UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   Form 10-QSB


(Mark one)

[X]  Quarterly  Report Under Section 13 or 15(d) of The Securities  Exchange Act
     of 1934

For the quarterly period ended June 30, 2006

[_]  Transition Report Under Section 13 or 15(d) of The Securities  Exchange Act
     of 1934

For the transition period from ______________ to _____________

Commission File Number: 0-11596


                     MEDICAL MAKEOVER CORPORATION OF AMERICA
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


    Delaware                                                  20-0799349
------------------------                             --------------------------
(State of incorporation)                               (IRS Employer ID Number)


                     500 Australian Avenue South, Suit 700
                         West Palm Beach, Florida 33401
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


                         Telephone number (561) 651-4146
--------------------------------------------------------------------------------
                           (Issuer's telephone number)



Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|.


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|.


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

As of June 30, 2006, there were approximately  65,098,218 shares of the Issuer's
common stock, par value $0.0001 per share outstanding.


Transitional Small Business Disclosure Format (Check one):  Yes |_| No |X|.





<PAGE>



                                     INDEX

                         PART I. - FINANCIAL INFORMATION

Item 1   Financial Statements (Unaudited)

Item 2   Management's Discussion and Analysis or Plan of Operations

Item 3   Controls and Procedures

Exhibits



                          PART II. - OTHER INFORMATION

Item 1   Legal Proceedings

Item 2   Changes in securities, use of proceeds and small business issuer of
         equity securities

Item 3   Defaults upon senior securities

Item 4   Submission of matters to a vote of security holders

Item 5   Other information

Item 6   Exhibits and reports on Form 8-K







<PAGE>




                         PART I. - FINANCIAL INFORMATION

Item 1   Financial Statements (Unaudited)


                          INDEX TO FINANCIAL STATEMENTS


Balance Sheet...............................................................F-2

Statements of Operations....................................................F-3

Statement of Stockholders' Equity...........................................F-4

Statements of Cash Flows....................................................F-5

Notes to Financial Statements...............................................F-6






























<PAGE>


<TABLE>
<CAPTION>
                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                                  Balance Sheet


                                                                                   June 30, 2006      December 31, 2005
                                                                                -------------------- -------------------
                                                                                    (unaudited)
<S>                                                                             <C>                  <C>
                    ASSETS
CURRENT ASSETS
  Cash                                                                          $                  0 $                 0
  Accounts receivable                                                                              0                   0
                                                                                -------------------- -------------------
          Total current assets                                                                     0                   0
                                                                                -------------------- -------------------
PROPERTY AND EQUIPMENT
  Furniture, fixtures and equipment                                                                0                   0
        Less accumulated depreciation                                                              0                   0
                                                                                -------------------- -------------------
          Net property and equipment                                                               0                   0
                                                                                -------------------- -------------------
OTHER ASSETS
  Deposits and prepaid expenses                                                                    0                   0
                                                                                -------------------- -------------------
                                                                                                   0                   0
                                                                                -------------------- -------------------
Total Assets                                                                    $                  0 $                 0
                                                                                ==================== ===================
                  LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable                                                              $             49,868 $            18,869
  Accrued liabilities                                                                         56,592              62,592
  Short-term loans and accrued interest                                                      182,000             405,000
  Stockholder loans and accrued interest                                                      46,681              46,681
                                                                                -------------------- -------------------
          Total current liabilities                                                          335,141             533,142
                                                                                -------------------- -------------------
Total Liabilities                                                                            335,141             533,142
                                                                                -------------------- -------------------
STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, $0.0001 par value, authorized 10,000,000 shares;
      0 issued and outstanding                                                                     0                   0
  Common stock, $0.0001 par value, authorized 200,000,000 shares;
      65,098,218 and 51,592,418 issued and outstanding                                         6,510               5,159
  Additional paid-in capital                                                                 965,357             717,603
  Deficit accumulated during the development stage                                        (1,307,008)         (1,255,904)
                                                                                -------------------- -------------------
          Total stockholders' equity (deficit)                                              (335,141)           (533,142)
                                                                                -------------------- -------------------
Total Liabilities and  Stockholders' Equity (Deficit)                           $                  0 $                 0
                                                                                ==================== ===================
</TABLE>




     The accompanying notes are an integral part of the financial statements


                                       F-2
<PAGE>



<TABLE>
<CAPTION>
                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                            Statements of Operations
                           Three Months Ended June 30,
                                   (Unaudited)

                                                                                                                   From
                                                                                                                 March 29,
                                                                                                                   1999
                                                   Three Months Ended               Six Months Ended            (Inception)
                                                        June 30,                        June 30,                  through
                                             -------------------------------   -----------------------------
                                                   2006            2005           2006             2005           June 30, 2006
                                             ---------------- --------------   -------------- --------------   ----------------
<S>                                          <C>              <C>              <C>            <C>              <C>

REVENUES                                     $              0 $          176   $            0 $        3,777   $         44,413

COST OF SALES                                               0          4,163                0          4,163              4,163
                                             ---------------- --------------   -------------- --------------   ----------------

    GROSS MARGIN                                            0         (3,987)               0           (386)            40,250

OPERATING EXPENSES:
   General and administrative expenses                 17,000        357,604           20,000        430,329            567,571
   Marketing and advertising                                0          6,750                0          9,288            114,153
   Consulting fees                                     16,500         98,435           16,500        107,935            180,604
   Professional fees                                    5,000         13,700            5,000         15,200            195,448
   Interest expense                                     9,604            883            9,604            883             10,487
   Loss on abandonment                                      0              0                0              0            130,964
   Management fees to a related party                       0              0                0          8,000            114,223
   Depreciation                                             0            689                0          1,378              3,445
                                             ---------------- --------------   -------------- --------------   ----------------

          Total expenses                               48,104        478,061           51,104        573,013          1,316,895
                                             ---------------- --------------   -------------- --------------   ----------------

Net income (loss)                            $        (48,104)$     (477,885)  $      (51,104)$     (569,236)  $     (1,272,482)
                                             ================ ==============   ============== ==============   ================

Income (loss) per weighted average
common share                                 $         (0.01) $        (0.01)  $        (0.01)$       (0.01)
                                             ================ ==============   ============== ==============

Number of weighted average common
shares outstanding                                 58,761,405     52,351,702       55,856,578     51,674,694
                                             ================ ==============   ============== ==============
</TABLE>








     The accompanying notes are an integral part of the financial statements


                                       F-3
<PAGE>


<TABLE>
<CAPTION>
                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                  Statements of Stockholders' Equity (Deficit)

                                                                                                        Deficit
                                                                                                      Accumulated       Total
                                                                       Additional        Note         During the   Stockholders'
                                          Number of        Common        Paid-In      Receivable      Development      Equity
                                            Shares          Stock        Capital      Stockholder        Stage        (Deficit)
                                          ------------- ------------- ------------- --------------  ------------- --------------
<S>                                       <C>           <C>           <C>           <C>             <C>           <C>
BEGINNING BALANCE, March 29, 1999                     0 $           0 $           0 $            0  $           0 $            0

Shares issued to founders                     1,350,000           135          (135)             0              0              0
Sale of stock for cash                           47,400             5         7,895              0              0          7,900
Shares issued for note receivable               102,600            10        17,000        (17,010)             0              0

Net loss                                              0             0             0              0        (11,839)       (11,839)
                                          ------------- ------------- ------------- --------------  ------------- --------------

BALANCE, December 31, 1999                    1,500,000           150        24,760        (17,010)       (11,839)        (3,939)

Collection of note receivable                         0             0             0         17,010              0         17,010
Shares issued for services                        7,500             1         2,499              0              0          2,500
Net loss                                              0             0             0              0        (31,995)       (31,995)
                                          ------------- ------------- ------------- --------------  ------------- --------------

BALANCE, December 31, 2000                    1,507,500           151        27,259              0        (43,834)       (16,424)

Warrants issued to transfer agent                     0             0         1,000              0              0          1,000
Net loss                                              0             0             0              0       (107,990)      (107,990)
                                          ------------- ------------- ------------- --------------  ------------- --------------

BALANCE, December 31, 2001                    1,507,500           151        28,259              0       (151,824)      (123,414)

Net loss                                              0             0             0              0        (28,295)       (28,295)
                                          ------------- ------------- ------------- --------------  ------------- --------------

BALANCE, December 31, 2002                    1,507,500           151        28,259              0       (180,119)      (151,709)

Net loss                                              0             0             0              0        (27,812)       (27,812)
                                          ------------- ------------- ------------- --------------  ------------- --------------

BALANCE, December 31, 2003                    1,507,500           151        28,259              0       (207,931)      (179,521)

Common stock issued for cash                 22,900,000         2,290       287,800              0              0        290,090
Shares issued for services                    9,390,713           939        55,661              0              0         56,600
Shares contributed back to Company           (9,301,300)         (930)          930              0              0              0
Shares issued for settle debt                22,500,000         2,250        87,750              0              0         90,000
Net loss                                              0             0             0              0       (354,405)      (354,405)
                                          ------------- ------------- ------------- --------------  ------------- --------------
BALANCE, December 31, 2004                   46,996,913         4,700       460,400              0       (562,336)       (97,236)
Shares issued for services                    4,595,505           459       257,203              0              0        257,662
Shares issued for acquisitions                1,433,334           143        93,523              0              0         93,666
Shares cancelled for voided acquisitions     (1,433,334)         (143)      (93,523)             0              0        (93,666)
Net loss                                              0             0             0              0       (693,568)      (693,568)
                                          ------------- ------------- ------------- --------------  ------------- --------------
BALANCE, December 31, 2005                   51,592,418         5,159       717,603              0     (1,255,904)      (533,142)
Shares issued for services                      300,000            30        16,470              0              0         16,500
Shares issued for settle debt                13,205,800         1,321       231,284              0              0        232,605
Net loss                                              0             0             0              0        (51,104)       (51,104)
                                          ------------- ------------- ------------- --------------  ------------- --------------
ENDING BALANCE, June 30, 2006
(unaudited)                                  65,098,218 $       6,510 $     965,357 $            0  $  (1,307,008)$     (335,141)
                                          ============= ============= ============= ==============  ============= ==============
</TABLE>




     The accompanying notes are an integral part of the financial statements


                                       F-4
<PAGE>


<TABLE>
<CAPTION>
                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                            Statements of Cash Flows
                                   (Unaudited)

                                                                                                                 From
                                                                                                            March 29, 1999
                                                                                                              (Inception)
                                                                                                                through
                                                                          2006                2005           June 30, 2006
                                                                   ------------------  ------------------ -------------------
<S>                                                                <C>                 <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                           $          (41,104) $          (84,234)$        (1,258,904)
Adjustments to reconcile net loss to net cash used by
operating activities:
        Stock and warrants issued for services                                 16,500                   0             436,989
        Depreciation                                                                0                 689               3,445
Changes in operating assets and liabilities
        (Increase) decrease in accounts receivable                                  0                   0                   0
        (Increase) decrease in deposits and prepaid expenses                        0                   0                   0
        Increase (decrease) in accounts payable                                30,604                   0              18,868
        Increase (decrease) in accrued liabilities                             (6,000)                  0              65,592
        Increase (decrease) in accrued interest  -related party                     0                   0                   0
        Increase (decrease) in accrued interest                                     0                 882               3,992
        Increase (decrease) in accrued salaries                                     0                   0                   0
                                                                   ------------------  ------------------ -------------------

Net cash used by operating activities                                               0             (82,663)           (730,018)
                                                                   ------------------  ------------------ -------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Investment in unconsolidated subsidiary                                        0             (12,000)            (12,000)
     Purchase of property and equipment                                             0                   0             (20,671)
                                                                   ------------------  ------------------ -------------------

Net cash used by investing activities                                               0             (12,000)            (32,671)
                                                                   ------------------  ------------------ -------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock                                              0                   0             315,000
Proceeds from third party loan                                                      0             115,000             405,000
Payments on stockholders' loans                                                     0             (24,446)            (35,500)
Proceeds from stockholders' loans                                                   0                   0              78,189
                                                                   ------------------  ------------------ -------------------

Net cash provided by financing activities                                           0              90,554             762,689
                                                                   ------------------  ------------------ -------------------

Net increase (decrease) in cash                                                     0              (4,109)                  0
                                                                   ------------------  ------------------ -------------------

CASH, beginning of period                                                           0               4,377                   0
                                                                   ------------------  ------------------ -------------------

CASH, end of period                                                $                0  $              268 $                 0
                                                                   ==================  ================== ===================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Non-Cash Financing Activities:
  144 common stock issued to retire debt                           $          232,604  $                0
                                                                   ==================  ==================
</TABLE>



     The accompanying notes are an integral part of the financial statements


                                       F-5
<PAGE>



                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                          Notes to Financial Statements
                   (Information with regard to the six months
                   ended June 30, 2006 and 2005 is unaudited)


(1) Nature of Business

Medical  Makeover  Corporation of America (f/k/a Cactus New Media I, Inc.) ("the
Company")  was  incorporated  on March 29, 1999,  under the laws of the State of
Delaware.  The Company's business activities to date have primarily consisted of
the formation of a business plan for internet link exchanges in connection  with
internet banner advertising and implementation  thereof.  The Company originally
intended  to become  active  in  internet  entertainment  services  through  the
registration of internet domains with InterNIC, and engage in the development of
proprietary  software  and  services  designed  to support  and  facilitate  its
internet services. In February 2004, subsequent to a change of control (see note
4), management  decided to enter the medical  makeover/anti-aging  industry.  In
March 2004,  the Company  changed its name to Medical  Makeover  Corporation  of
America and decided to form a Florida subsidiary  corporation also named Medical
Makeover  Corporation  of America to transact  the  medical  makeover/anti-aging
business in the State of Florida.


(2) Basis of Presentation

The  accompanying  unaudited  financial  statements  of the  Company  have  been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America.


(3) Significant Accounting Policies

a) Use of Estimates:  The preparation of financial statements in conformity with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting  period.  Actual results could differ
materially from those estimates.

b) Start-Up Costs: Costs of start-up activities,  including  organization costs,
are expensed as incurred, in accordance with Statement of Position (SOP) 98-5.

c) Loss per share:  Basic loss per share  excludes  dilution  and is computed by
dividing the loss  attributable to common  shareholders by the  weighted-average
number of common  shares  outstanding  for the  period.  Diluted  loss per share
reflects  the  potential  dilution  that  could  occur  if  securities  or other
contracts to issue common stock were exercised or converted into common stock or
resulted  in the  issuance of common  stock that  shared in the  earnings of the
Company.  Diluted loss per share is computed by dividing  the loss  available to
common  shareholders by the weighted average number of common shares outstanding
for  the  period  and  dilutive   potential  common  shares  outstanding  unless
consideration  of  such  dilutive   potential  common  shares  would  result  in
anti-dilution.  There were no common  stock  equivalents  for the periods  ended
December 31, 2005 and 2004.

d) Income Taxes: The Company accounts for income taxes according to Statement of
Financial  Accounting  Standards (SFAS) No. 109,  "Accounting for Income Taxes".
Under the liability method specified by SFAS No. 109,  deferred income taxes are
recognized for the future tax consequences of temporary  differences between the
financial statement carrying amounts and tax bases of assets and liabilities.



                                       F-6
<PAGE>



                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                          Notes to Financial Statements


(3) Significant Accounting Policies, continued

e) Interim financial information:  The financial statements for the three months
ended March 31, 2006 and 2005, are unaudited and include all  adjustments  which
in the opinion of  management  are  necessary  for fair  presentation,  and such
adjustments  are of a normal and  recurring  nature.  The  results for the three
months are not indicative of a full year results.


(4) Stockholders' Equity (Deficit)

The Company has the authority to issue 10,000,000 shares of preferred stock, par
value  $0.0001  per  share,  which  may be  divided  into  series  and  with the
preferences,  limitations  and  relative  rights  determined  by  the  Board  of
Directors.  At March 31,  2006,  no  preferred  stock  shares  were  issued  and
outstanding.   In  October  2003,  the  Company   amended  its   certificate  of
organization to increase the authorized shares of common stock to 10,000,000,000
and  effectuated a 100 for 1 reverse stock split of the Company's  common stock.
All dollar and share amounts have been adjusted to reflect this split.

On February 6, 2004,  the Company sold  22,500,000  shares of restricted  common
stock to Gala Enterprises Ltd, a Belize  Corporation,  for $90,000,  which funds
were used to pay certain  existing  accounts  payable.  On February 8, 2004, the
Company  issued  9,301,300 of shares of restricted  common stock to two officers
for  compensation  with a value of  $37,000  and in  consideration  of such Gala
Enterprises Ltd. surrendered to treasury 9,301,300 shares. On February 10, 2004,
the Company issued  22,500,000 shares of restricted common stock in exchange for
the assumption of $90,000 in existing accounts payable to outside investors.  On
May 3, 2004, the Company issued 400,000 shares of restricted common stock, to an
independent  third party investor in exchange for $200,000 in cash, or $0.50 per
share.  In the third  quarter the Company  issued  89,413  shares of  restricted
common  stock to its former CEO  pursuant  to his  employment  agreement.  These
shares were for  services  valued at $19,600,  or $0.22 per share.  In September
2004,  the Company  reached an  agreement  with its former CFO,  whereby he will
return  2,151,300  of his  2,401,300  shares.  On October 1, 2004,  the  Company
reached an agreement  with its former CEO,  whereby he will return  6,210,000 of
his 6,900,000 shares.

In April 2005, the Company issued 1,433,334 shares of restricted common stock in
conjunction  to the cash  payments  for the  purchase  of R&I  Salon,  Inc.  and
Aventura  Electrolysis  and Skin Care Center,  Inc.  These shares were valued at
$93,666, or approximately  $0.065 per share. In the third quarter were voided ab
initio for  numerous  reasons  and the stock was  returned  to the  Company  for
cancellation.  In June 2005, the Company issued  3,993,250  shares of restricted
common stock to the Company's President for services rendered over the prior six
months, in accordance with his employment agreement. These shares were valued at
$239,595,  or $0.06 per share.  In the third quarter the Company  issued 602,255
shares of restricted common stock in exchange for services valued at $18,068, or
$0.03 per share.

In the second  quarter  2006 the Company  issued  300,000  shares of  restricted
common stock in exchange for consulting  services  valued at $16,500,  or $0.055
per share.  In the second quarter 2006 the Company issued  13,205,800  shares of
restricted common stock to settle $228,000 in short-term debt and $4,604 accrued
interest, or $0.02 per share.


(5)  Income Taxes

Deferred  income taxes  (benefits)  are provided for certain income and expenses
which are  recognized  in  different  periods  for tax and  financial  reporting
purposes.  The Company had net  operating  loss carry-  forwards  for income tax
purposes of approximately $1,258,900 expiring in various years from 2019 through
2026.  Due to the change in  ownership  in  February  2004,  the prior years net
operating loss  carry-forwards  are subject to substantial  restrictions and may
only be



                                       F-7

<PAGE>



                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                   Notes to Consolidated Financial Statements


(5) Income Taxes, continued

utilized to offset  approximately $7,000 of annual taxable income as well as any
unrealized  appreciation on assets existing at the time of the ownership change.
Deferred tax assets are reduced by a valuation  allowance  if, in the opinion of
management,  it is more likely than not that some portion or all of the deferred
tax assets will not be  realized.  Management's  valuation  procedures  consider
projected  utilization of deferred tax assets over the next several  years,  and
continually  evaluate new  circumstances  surrounding the future  realization of
such assets.  The  difference  between  income taxes and the amount  computed by
applying the federal  statutory  tax rate to the loss before income taxes is due
to an increase in the  deferred tax asset  valuation  allowance.  The  valuation
allowance at June 30, 2006 is 100%.


(6) Related Parties

a) Office lease:  The Company formerly leased its office facility from a company
related by virtue of common  ownership.  Total rent  expense to related  parties
amounted  to $0 and  $120  for the  year  ended  December  31,  2004  and  2003,
respectively.

b) Management  Fees: The Company  formerly  contracted an affiliate,  related by
virtue of common ownership,  for management and consulting services amounting to
$3,407 and $9,000 for the year ended  December 31, 2004 and 2003,  respectively.
In addition,  the Company incurred interest expense amounting to $0 and $900 for
the year ended December 31, 2004 and 2003, respectively,  for those services. In
the year ended December 31, 2004, $0 and $53,000 in management fees were paid to
the Company's two officers prior to their entering into employment contracts.

c) Website fees:  The Company  formerly  earned  revenues of $200 and $900,  and
formerly incurred expenses of $200 and $600 relating to website trafficking fees
to other website companies,  related by virtue of common ownership, for the year
ended December 31, 2004 and 2003, respectively.

d) Related party notes  payable:  In the second  quarter  2004,  the Company was
loaned  $50,000,  ($25,000  each),  by the Company's  two officers.  These notes
carried an interest  rate of 15%.  One matured on December 1, 2004,  which terms
were  modified on January 21,  2005,  to a) $10,000  payment at signing,  b) the
execution of a promissory note in the amount  $47,750,  with an interest rate of
15%,  payable  monthly  for 12 months,  c)  6,100,000  shares of the Company are
contributed  back to the  Company and d) the Company  issues  89,413  additional
shares  of  restricted  common  stock  earned  under  the  original   employment
agreement,  and the other has been converted to monthly  payments over 12 months
beginning  in November  2004.  Payments  amounting to $35,500 were made on these
notes in the first half-year of 2005.






                                       F-8
<PAGE>


                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                   Notes to Consolidated Financial Statements


(7) Going Concern

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  The Company's  financial position and
operating  results  raise  substantial  doubt  about the  Company's  ability  to
continue  as a going  concern,  as  reflected  by the net loss of  approximately
$1,307,000  accumulated from March 29, 1999  (Inception)  through June 30, 2006.
The  ability of the Company to continue  as a going  concern is  dependent  upon
commencing  operations,  developing sales and obtaining  additional  capital and
debt financing.  The financial  statements do not include any  adjustments  that
might be necessary if the Company is unable to continue as a going concern.  The
Company is  currently  seeking  additional  capital  to allow it to restart  its
planned operations.


(8) Short-term convertible debt

In December 2004, the Company received $20,000 and $115,000 in the first quarter
2005, in cash as a short-term  loan. This loan matures in six months and carries
a 10% interest rate. In June 2005, the Company  received a $250,000  convertible
loan from a third  party.  This loan  matures in six  months  and  carries a 10%
interest rate. In the second quarter 2006 the Company issued  13,205,800  shares
of  restricted  common stock to settle  $228,000 in  short-term  debt and $4,604
accrued interest, or $0.02 per share.

























                                       F-9
<PAGE>


Item 2 - Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Forward-looking statements

This Form 10-QB contains statements that are  forward-looking  statements within
the meaning of the  federal  securities  laws,  including  statements  about our
expectations, beliefs, intentions or strategies for the future. These statements
involve known and unknown risks and  uncertainties,  including  risks  resulting
from the  environment  in which we  operate,  economic  and  market  conditions,
competitive activities, other business conditions, accounting estimates, and the
risk factors set forth in this Form 10-QSB.  These risks, among others,  include
those  relating  to our  ability to  successfully  market and  generate  patient
volume,  the Company's  ability to maintain  contracts with physicians and other
medical  providers at favorable  rates,  and any lawsuits  that may arise in the
course of doing business.  Our actual results may differ materially from results
anticipated  in our  forward-looking  statements.  We base  our  forward-looking
statements  on  information  currently  available  to us, and we have no current
intention  to  update  these  statements,  whether  as a result  of  changes  in
underlying factors, new information, future events or other developments.

FOR THE THREE MONTHS ENDED JUNE 30, 2006 AND 2005

Results of operations

     For the quarter ended June 30, 2006, we experienced no significant  changes
in  our   operating   activities.   Our  loss  for  the  quarter,   $48,100  was
representative of the result of this inaction.  Our loss for the same quarter in
2005  was  $478,100,  principally  expenditures  made to  develop  our  then new
business plan, since disposed of.

Net Operating Revenues

     We had  operating  revenue  of $0 and $200 for the  quarter  ended June 31,
2006, and 2005, respectively.

Operating Expenses and Charges

     The  significant  operating  expenses  for the quarter  ended June 30, 2006
included $38,500 in general and administrative  expenses.  For the quarter ended
June 30, 2005, the significant  operating  expenses included $357,600 in general
and administrative expenses and consulting fees of $98,400.

Liquidity and Capital Resources

     For the quarter  ended June 30,  2006,  the Company  generated no cash flow
from operations.  Consequently,  the Company has been dependent upon its lenders
to fund its cash requirements.  The same situation existed for the Quarter ended
June 30, 2005.

     At June 30, 2006, the Company had a cash of $0. The Company's  total assets
did not change from $0 as of December 31, 2005. Total liabilities decreased from
$533,100 to $335,100. This decrease is attributable to the settlement of debt by
issuance of common stock.  As of June 30, 2006,  the Company had no  outstanding
debt other than ordinary trade payables, accrued salaries, stockholder loans and
third party loans.




                                       12
<PAGE>



FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005

Results of operations

     For the six months  ended June 30,  2006,  we  experienced  no  significant
changes  in our  operating  activities.  Our loss for the  period,  $51,100  was
representative  of the result of this inaction.  Our loss for the same period in
2005  was  $569,200,  principally  expenditures  made to  develop  our  then new
business plan, since disposed of.

Net Operating Revenues

     We had operating revenue of $0 and $3,800 for the six months ended June 31,
2006, and 2005, respectively.

Operating Expenses and Charges

     The significant  operating  expenses for the six months ended June 30, 2006
included $41,500 in general and  administrative  expenses.  For the period ended
June 30, 2005, the significant  operating  expenses included $430,300 in general
and administrative expenses and consulting fees of $107,900.

Liquidity and Capital Resources

     For the six months ended June 30, 2006, the Company  generated no cash flow
from operations.  Consequently,  the Company has been dependent upon its lenders
to fund its cash requirements.  The same situation existed for the Quarter ended
June 30, 2005.

     At June 30, 2006, the Company had a cash of $0. The Company's  total assets
did not change from $0 as of December 31, 2005. Total liabilities decreased from
$533,100 to $335,100. This decrease is attributable to the settlement of debt by
issuance of common stock.  As of June 30, 2006,  the Company had no  outstanding
debt other than ordinary trade payables, accrued salaries, stockholder loans and
third party loans.

Business Plan and Strategy

     The Company is  currently  evaluating  several  options  that is has become
aware are available to it.


Item 3 - Controls and Procedures

     Our management,  which includes our Chief Executive Officer, have conducted
an evaluation of the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a-14(c)  promulgated  under the Securities and Exchange Act of
1934,  as  amended)  as of a date (the  "Evaluation  Date") as of the end of the
period covered by this report.  Based upon that  evaluation,  our management has
concluded that our  disclosure  controls and procedures are effective for timely
gathering,  analyzing and disclosing the information we are required to disclose
in our reports  filed under the  Securities  Exchange  Act of 1934,  as amended.
There have been no significant changes made in our internal controls or in other
factors that could significantly  affect our internal controls subsequent to the
end of the period covered by this report based on such evaluation.





                                       13
<PAGE>



                            PART II OTHER INFORMATION


Item 1 Legal Proceedings

     The Company is a defendant in a civil action styled Glen v.Medical Makeover
Corporation of America, et al, Case Number #200594178H, Currently pending in the
Circuit  Court of the  Fifteen  Judicial  Circuit IN And For Palm Beach  County,
Florida.  The action was filed by a former  employee  of the  Company  asserting
claims  against the Company  resulting  from his  discharge,  and also  includes
claims that the Company took certain  alleged  protected  business  concepts and
practices  from him to and for the benefit of the  Company,  for all of which he
has been allegedly damaged.  The Company and its counsel are currently defending
this  action  and  believe  that the  claims as made are  without  merit and are
defensible. The Company intends to vigorously defend these claims.


Item 2 Changes in  securities,  use of  proceeds  and small  business  issuer of
       equity securities

     In the  second  quarter  2006  the  Company  issued  13,205,800  shares  of
restricted common stock to settle $228,000 in short-term debt and $4,604 accrued
interest, or $0.02 per share.


Item 3 Defaults upon senior securities

     None


Item 4 Submission of matters to a vote of security holders

     None


Item 5 Other information

     None


Item 6   Exhibits and reports on Form 8-K

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:

Exhibit No.    Description
----------- -----------------------------------------------------------

31.1    *   Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
31.2    *   Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1    *   Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
32.2    *   Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

* Filed herewith

     (b) Reports on Form 8-K

     The following  sets forth the Company's  reports on Form 8-K that have been
     filed during the quarter for which this report is filed:

     NONE




                                       14
<PAGE>



                                    SIGNATURE

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


Medical Makeover Corporation of America

By: /s/Doug Martin
-----------------------------------------
Chief Executive Officer,
Date: August 23, 2006









-------------------
*  has signed both on behalf of the registrant as a duly authorized acting
   officer and as the Registrant's acting principal accounting officer.



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